UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): July 15, 2004
AUDIOVOX CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-28839 13-1964841
(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification
Number)
150 Marcus Boulevard, Hauppauge, New York 11788
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (631) 231-7750
NONE
(Former name or former address, if changed since last report)
Exhibit Index on Page 2
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ITEM 5. OTHER EVENTS
Fifth Amended and Restated Credit Agreement: Effective July 16, 2004, the
Company entered into the Fifth Amended and Restated Credit Agreement (the
"Credit Agreement") which supersedes the Fourth Amended and Restated Credit
Agreement, as amended, in its entirety.
The Credit Agreement provides for aggregate commitments of the Lenders in
the amount of $150,000,000. The Credit Agreement contains various covenants
requiring, among other things, minimum quarterly and annual levels of pre-tax
income and net worth. The Credit Agreement will expire on the earlier of July
15, 2005 or the date of consummation of (x) the sale of substantially all the
assets of Audiovox Communications Corp. to UTStarcom, Inc. pursuant to the
UTStarcom Purchase Agreement and/or (y) the purchase by the Borrower of Toshiba
Corporation's interest in Audiovox Communications Corp. and the repayment by
Audiovox Communications Corp. of the Toshiba Note pursuant to the Toshiba
Agreement.
In addition, pursuant to a Guarantee and Collateral Agreement, certain of
the Company's subsidiaries guaranteed the Company's obligations and pledged
certain of their assets as security for the performance of those obligations. A
copy of the Guarantee and Collateral Agreement is annexed as Exhibit 99.2 to
this Form 8-K.
For the full terms and conditions of the Credit Agreement and the Guarantee
and Collateral Agreement, please see the copies of these documents which are
filed as Exhibit 99.1 and 99.2, respectively, to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
Exhibit 99.1 Fifth Amended and Restated Credit Agreement
Exhibit 99.2 Guarantee and Collateral Agreement
Exhibit Index on Page 2
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AUDIOVOX CORPORATION
Dated: July 20, 2004 By: /s/ Charles M. Stoehr
------------------------------
Charles M. Stoehr
Senior Vice President and
Chief Financial Officer
Exhibit Index on Page 2
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